9212004 Informal Interpretation

The trust is known colloquially as a “Massachusetts business trust,” because it is\ organized in Massachusetts and has a business purpose (i.e., portfolio investment),\ as distinguished from a testamentary trust, for example. As a technical matter, the\ trust is not a “Massachusetts Business Trust” because it does not have transferable\ shares. The beneficial interest in the trust is subject to various restrictions on\ transfer by virtue of the trust’s status as a partnership for tax purposes.\ ' var WPFootnote2 = '

As you are aware, Rule 801.1(f)(1) defines voting securities as “any securities\ which at present or upon conversion entitle the owner or holder thereof to vote for\ the election of directors of the issuer, or of an entity included within the same\ person as the issuer, or, with respect to unincorporated entities, individuals\ exercising similar functions.”\ ' var WPFootnote3 = '

The trust is also not a limited liability company. A limited liability company is\ organized pursuant to state stature and not as a matter of contract among a trustee\ and beneficiaries. The statutes usually provide that members and managers of a\ limited liability company have limited liability. By contrast, in the present case, the\ trustees’ liability is not limited and is governed by its contract with the beneficiaries\ of the trust.\ ' function WPShow( WPid, WPtext ) { if( bInlineFloats ) eval( "document.all." + WPid + ".style.visibility = 'visible'" ); else { if( floatwnd == 0 || floatwnd.closed ) floatwnd = window.open( "", "comment", "toolbars=0,width=600,height=200,resizable=1,scrollbars=1,dependent=1" ); floatwnd.document.open( "text/html", "replace" ); floatwnd.document.write( "\r\n" ); floatwnd.document.write( " p { margin-top:0px; margin-bottom:1px; } \r\n" ); floatwnd.document.write( "\r\n" ); floatwnd.document.write( WPtext ); floatwnd.document.write( 'Close'); floatwnd.document.write( "]]>